Item 5.01. Changes in Control of Registrant
On February 25, 2020, pursuant to the terms of an Agreement and Plan of Merger
dated as of November 6, 2019 (the "Merger Agreement") among Diversified
Restaurant Holdings, Inc., a Nevada corporation (the "Company"), Patton Wings
Intermediate Holdings, LLC, a Delaware limited liability company ("Parent"), and
Golden Merger Sub, Inc., a Nevada corporation and a wholly-owned subsidiary of
Parent ("Merger Sub"), Parent completed its acquisition of the Company via the
merger of Merger Sub with and into the Company, with the Company continuing as
the surviving corporation in the merger as a privately-held company and becoming
a wholly-owned subsidiary of Parent (the "Merger"). The Merger Agreement and the
transactions contemplated thereby, including the Merger, were approved by the
Company's board of directors and its stockholders. The Company stockholders
approved the Merger Agreement at a special meeting of the Company stockholders
held on December 19, 2019.
At the effective time and as a result of the Merger, each share of common stock
of the Company (including shares of vested restricted stock) issued and
outstanding immediately prior to the effective time of the Merger (other than
shares held by the Company or any subsidiary of the Company or Parent or Merger
Sub) was cancelled and converted into the right to receive $1.05 in cash,
without interest. In addition, each unvested restricted share of common stock
that was outstanding immediately prior to the effective time of the Merger was
cancelled and converted into the right to receive an amount in cash equal to
$1.05 multiplied by the maximum number of shares of stock subject to such
restricted share immediately prior to the effective time of the Merger.
The foregoing summary does not purport to be complete and is qualified in its
entirety by reference to the full text of the Merger Agreement, which is
included as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated
herein by reference.
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing
As a result of the Merger, the Company no longer fulfills the numerical listing
requirements of the Nasdaq Global Select Market ("NASDAQ"). Accordingly, on
February 25, 2020, at the Company's request, NASDAQ filed with the Securities
and Exchange Commission a Notification of Removal from Listing and/or
Registration under Section 12(b) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), on Form 25, thereby effecting the delisting of the
Company's common stock from NASDAQ and deregistering such common stock under
Section 12(b) of the Exchange Act. The Company intends to file a Form 15 to
suspend its reporting obligations under Sections 13(a) and 15(d) of the Exchange
Act as soon as practicable.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On February 25, 2020, at the effective time of the Merger, each of T. Michael
Ansley, Jay Alan Dusenberry, Philip Friedman, David Ligotti, Joseph M. Nowicki
and Roger Lipton, who constituted the board of directors of the Company prior to
the Merger (the "Prior Directors"), ceased their membership on the board of
directors of the Company and all committees of which they were members. The
departure of the Prior Directors did not result from any disagreements with the
Company regarding any matter related to the Company's operations, policies or
practices. Pursuant to the Merger Agreement, at the effective time of the Merger
on February 25, 2020, the directors of Merger Sub immediately prior to the
effective time of the Merger became the directors of the Company. In addition,
pursuant to the terms of the Merger Agreement, at the effective time of the
Merger, the officers of Merger Sub immediately prior to the effective time of
the Merger became the officers of the Company.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
Pursuant to the terms of the Merger Agreement, at the effective time of the
Merger on February 25, 2020, the Articles of Incorporation of the Company were
amended and restated. Pursuant to the terms of the Merger Agreement, at the
effective time of the Merger on February 25, 2020, the bylaws of Merger Sub as
in effect at the Effective Time became the bylaws of the Company. Following the
Merger, the name of the Company was changed to "Patton Wings, Inc." The restated
articles of incorporation and bylaws of the Company are filed as Exhibits 3.1
and 3.2 hereto, respectively, and are incorporated herein by reference.



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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits

2.1 Agreement and Plan of Merger, dated as of November 6, 2019, among Patton Wings Intermediate Holdings, Inc., Golden Merger Sub, Inc. and Diversified Restaurant Holdings, Inc. (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on November 6, 2019).

3.1 Restated Articles of Incorporation

3.2 Bylaws

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